SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SPURLOCK STEVEN M

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Asana, Inc. [ ASAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/11/2020		J⁽²⁾		2,800,000	D	$0.00	645,265	I	See footnote⁽¹⁾
Class A Common Stock	12/11/2020		J⁽²⁾		111,914	A	$0.00	223,818	I	See footnote⁽³⁾
Class A Common Stock	12/11/2020		J⁽²⁾		147,808	A	$0.00	295,604	I	See footnote⁽⁴⁾
Class A Common Stock	12/11/2020		J⁽²⁾		14,358	A	$0.00	28,716	I	See footnote⁽⁵⁾
Class A Common Stock	12/11/2020		J⁽²⁾		113,746	A	$0.00	221,406	D⁽⁶⁾
Class A Common Stock	12/11/2020		S		3,676	D	$27.8977⁽⁷⁾	217,730	D⁽⁶⁾
Class A Common Stock	12/11/2020		S		2,391	D	$28.5139⁽⁸⁾	215,339	D⁽⁶⁾
Class A Common Stock	12/11/2020		J⁽²⁾		241,769	A	$0.00	483,519	I	See footnote⁽⁹⁾
Class A Common Stock	12/11/2020		J⁽²⁾		37,235	A	$0.00	72,646	I	See footnote⁽¹⁰⁾
Class A Common Stock	12/11/2020		S		1,102	D	$27.8977⁽⁷⁾	71,544	I	See footnote⁽¹⁰⁾
Class A Common Stock	12/11/2020		S		718	D	$28.5139⁽⁸⁾	70,826	I	See footnote⁽¹⁰⁾
Class A Common Stock	12/11/2020		J⁽²⁾		89,039	A	$0.00	178,067	D⁽¹¹⁾
Class A Common Stock	12/11/2020		J⁽²⁾		65,572	A	$0.00	125,066	I	See footnote⁽¹²⁾
Class A Common Stock	12/11/2020		S		3,676	D	$27.8977⁽⁷⁾	121,390	I	See footnote⁽¹²⁾
Class A Common Stock	12/11/2020		S		2,391	D	$28.5139⁽⁸⁾	118,999	I	See footnote⁽¹²⁾
Class A Common Stock	12/11/2020		J⁽²⁾		5,982	A	$0.00	11,964	D⁽¹³⁾
Class A Common Stock	12/11/2020		J⁽²⁾		116,139	A	$0.00	232,258	I	See footnote⁽¹⁴⁾
Class A Common Stock	12/11/2020		J⁽²⁾		11,965	A	$0.00	23,930	D⁽¹⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

SPURLOCK STEVEN M

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BALKANSKI ALEXANDRE

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DUNLEVIE BRUCE

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FENTON PETER H

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GURLEY J WILLIAM

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HARVEY KEVIN

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KAGLE ROBERT

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LASKY MITCHELL

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Shares are held directly by Benchmark Capital Partners VI, L.P. (BCP VI) for itself and as nominee for Benchmark Founders' Fund VI, L.P. (BFF VI), Benchmark Founders' Fund VI-B, L.P. (BFF VI-B) and related individuals. Benchmark Capital Management Co. VI, L.L.C. (BCMC VI), the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and dispositive power over the securities. Matthew R. Cohler, a member of the Issuer's board of directors, Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of BCMC VI, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.

2. Represents a pro-rata, in-kind distribution by BCP VI and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assignees.

3. Shares owned directly by entities controlled by Alexandre Balkanski.

4. Shares owned directly by entities controlled by Bruce W. Dunlevie.

5. Shares owned directly by entities controlled by J. William Gurley.

6. Shares owned directly by William Gurley.

7. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on December 11, 2020. The actual sale prices ranged from a low of $27.3875 to a high of $28.375, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Asana, Inc. or any security holder of Asana, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

8. Represents the weighted-average sale price per share of a series of transactions, all of which were executed on December 11, 2020. The actual sale prices ranged from a low of $28.39 to a high of $28.73, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Asana, Inc. or any security holder of Asana, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

9. Shares owned directly by entities controlled by Kevin R. Harvey.

10. Shares owned directly by Steven M. Spurlock's family trust.

11. Shares owned directly by Robert C. Kagle.

12. Shares owned directly by Peter H. Fenton's family trust.

13. Shares owned directly by Peter H. Fenton

14. Shares owned directly by Mitchell H. Lasky's family trust

15. Shares owned directly by Mitchell H. Lasky.

Remarks:

This report is one of three reports, each on a separate Form 4, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members.

	/s/ Steven M. Spurlock	12/15/2020
	/s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski	12/15/2020
	/s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie	12/15/2020
	/s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton	12/15/2020
	/s/ Steven M. Spurlock, by power of attorney for J. William Gurley	12/15/2020
	/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey	12/15/2020
	/s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle	12/15/2020
	/s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky	12/15/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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